The Professor and The Knight: The Chameleon Factor
by Professer James
Summary: ...Holy crap! There's another Timelord!" The emotions that flooded through me when I thought that, when I saw her, were strange. Happiness, Joy, Excitement, Worry and, Fear?... Why worry and fear?... Oh, right, we're spiraling out of control in the vortex
1. Prologue

**Prologue**

**_This fanfic is a joint effort written by the brilliant Amethyst Princess 27 and myself. The main characters are original characters from some of our other fanfictions. The Professor and Sir Kay, My creations, and Venn, AP's creation... I hope she doesn't mind me calling her that._**

_**Anyways, if you like this story, you'll enjoy these character's other stories, so please feel free to check them out... no seriously, please do... Please?**_

**_And as always, thank you eternally for reading._**

Mark Bendrick straightened, wiping the sweat from his eyes… He glanced down to the old watch at his wrist. It was high noon…

He scoured the barren landscape surrounding him and scowled. He had always thought that the west had… a little more foliage. From what he'd noticed so far, the only thing the west had plenty of was dust and heat.

Mark sighed and stepped down from the stagecoach. The driver looked back to him curiously as he dusted off his suit, he had gotten that stare from almost everyone lately. Ever since he had traveled through St. Louis, Mark had been the center of everyone's attention.

He didn't like the stares and whispers. He wouldn't even have come, if it hadn't been his obligation to. His older sister had died here, in the little town of Thistleback, about three months ago.

The telegram was strange, there was talk of two long riders who smelled of death and fired weapons that shot lightning bolts instead of bullets. A man in the last town said that it was as if they were already dead themselves, their eyes glazed, their flesh bloating-

Now that he thought of it that man had the smell of whiskey about him, and a lot of it… That settled it. It was all a bunch of lies. Pure nonsense!

Nonsense or not, his sister was dead. He had come to pay his respects, gather her belongings, and high tail it back to New York as fast as he could. The frontier life just didn't suit him.

Mark shook his head, grabbing his suitcases as they were handed to him, then he turned and headed towards the closest saloon he could find. The first building he saw was a tavern and inn called the Bluejay.

Mark crossed the empty street without a problem and looked around at the town. There wasn't a single living thing in sight. Perhaps he had gotten off at the wrong stop? No. A sign near the tavern door confirmed that he was in fact in the little town of Thistleback, home to fifty-two poor souls out in this dusty west.

Now that he thought about it… The town seemed fairly deserted for midday. Some of the buildings were charred, a few showed signs of repair work while others were still in a state of blackened disrepair. It almost appeared as if there had been a fire…

No… Nonsense! Weapons that fired lightning bolts? There was no way!

"Mr. Bendrick?"

Mark jumped at the sudden voice. He turned to the left and was approached by a heavyset, balding man, appearing to be in his forties or fifties. He wore a wide brimmed black hat, and a black waistcoat. A golden star was pinned to his lapel.

"Are you Sheriff Madron?" Mark asked.

"That's me." The Sheriff said, politely tipping his hat. "I take it you're Mark Bendrick. Here 'bout your sister."

"Yes sir." he replied.

"A shame really." The Sheriff said sadly. "So many died that day. I thought the whole town was gonna get killed off."

"What happened?" Mark asked. "Are all those stories true?"

The Sheriff beckoned Mark to follow as he headed for the saloon. "Let's get you your room first." He said. "I'll explain on the way to Alice's old place."

"Did you know my sister?" Mark asked, surprised the sheriff had used her first name.

The Sheriff smiled. "Boy, in a small town like Thistleback, everyone knows everyone." He said, pushing the saloon doors open. "Now I'll be waitin' for you out front, so don't take too long."

Mark quietly asked for a room, was handed a key, and headed up the stairs. The saloon, despite being, well, a saloon, was fairly quiet…

He entered his room and, after looking around, sighed. A small wooden bed was up against the wall furthest from him, a wooden dresser against the wall to his right. There was a small mirror above the dresser, and a nightstand with an oil lamp on it next to the bed. A small rug lay at the foot of the bed, and there was a door on the wall to his left that led to a small bathroom. It had once been a fairly decent hotel room, but years of use had left their toll.

Ah well, beggars can't be choosers.

Mark placed his luggage on the bed, then sat down and put his head in his hands. He was exhausted from the long trip in the stagecoach. He just wanted a quick moment of peace and quiet, to gather his nerves to finish off this stressful day…

A loud, grating noise suddenly tore through the silence, making him jump. A white wooden door materialized right in front of him. He yelled in alarm, falling off the bed in surprise.

He stared at the door in amazement. It was nothing but a white door on a white frame, with the number 503 painted in gold on the top of the frame.

Mark stood and peered around the door curiously. There was nothing on the other side, just the backside of the door. A door… in the middle of his room…

The door opened.

Or tried to at least, it was too close to the bed, and the door only opened a fraction of the way, where it was stopped, with a thump, by the bed frame.

Mark took a step back and jumped when his leg made contact with the bed behind him. He slowly sat down on the top of the covers frozen in fright and surprise, a surprise made even greater when…

"What the-… Crap! This isn't the Bluejay!" A musical voice flitted out of the door.

"Well isn't this great!" A low voice responded. "How the hell are we gonna get out?"

"Hold on! I'm thinking…" The musical voice responded.

"…

…

I can fit through there... yeah, then I'll just move the door back."

"Ha!" The low voice laughed. "You're gonna try PICKING UP the TARDIS? That's the- … wait, that might work!"

Mark suddenly rediscovered his voice, and used it to scream as a teenage boy stuck his head out the door. He had short blonde hair, teased up in the front, with sharp blue eyes. His pale skin caught the light in a very odd way…

He stared at Mark in distaste. "So this IS the Bluejay…" He muttered. "Hmm… Hey!" He asked Mark. "What day is it?"

"Wh-wh-wha?" Mark stammered.

"Come on!" The boy groaned. "I thought the west was one of the manly man eras! Where… Men felt they had to prove they were men by being… well… manly! Not cowering and stammering the first time they see something that… well, doesn't make sense!"

"Wha- What?" Mark stammered.

"What." The boy enunciated slowly. "Day. Is. It?"

"F-f-f-Friday!" Mark said.

"Friday the…" The boy trailed off.

"Friday the twen-twenty-seventh! September!" Mark spluttered.

"The twenty seventh?" The boy raised an eyebrow. "So this is before… That frickin!... She screwed up the controls!"

He fumed, putting a hand up to his eyes. "I told her! That's not the vortex manipulator! That's the handbrake! She said: 'What century are you from?' " He said in a mocking, high pitched voice.

" 'One where Timelords aren't frickin' bunglers like you!' I told her." He said to himself, continuing. "…Bungler. Where did that come from? That's a new one, new word. This mind," he puts a finger to his forehead. "Brilliant! Comes up with everything."

"Where was I?" he pauses momentarily. "Gah! She annoys the HELL out of me!"

"You liked her didn't you?" The low voice laughed, muffled by the door.

The boy paused then smiled politely at Mark. "Hang on a second will you?" He said.

His head disappeared back through the door. Mark froze, completely shocked. He heard shouting, as if it was coming from another room, coming from the door… The boy stuck his head back through the slightly open door, making Mark jump again. His blonde hair appeared slightly disheveled.

"Right!" the boy said. "Sorry! Just… passing through and what not! Thanks for the update on what day it is and all! Love to chat, but, um… I'm busy! Very busy! So, thanks again!"

The boy slammed the door. As he did, a small spark came off the doorframe, jumping all the way from the base of the bed to the oil lamp on the bedside table. The grating noise started up again, and, like it had arrived, the door vanished.

Mark sat there, completely stunned, for a good ten minutes…

Then he quietly picked up his luggage, headed down the stairs, gave the key back to the barkeep, and walked through the door.

"What's wrong?" The Sheriff asked. He was sitting on a bench right outside the saloon. "Why do you-"

"Is the stagecoach still here?" Mark asked politely, his face white.

"Why, yes." The Sheriff said bewilderedly. "Why do you ask?"

"…I'm leaving." Mark said simply.

He marched down the steps of the saloon, across the little town, and straight up to the stagecoach. It was exactly where it had been…

"Leaving?" The Sheriff said incredulously. "You haven't been here five minutes! Why would you?- What about?-"

"Thank you for your hospitality," Mark said stiffly, handing his bags to the stagecoach driver, along with a large clump of bills. "But I'm afraid I cannot stay here any longer." He mechanically climbed into the coach. "Good day, sir." He said, the words stumbling out of his mouth. "Driver?" He said. "Take me… just… same place we were just at… anywhere but… please…"

The stagecoach driver turned and looked back towards the door of the coach, surprised and confused…

"WELL!? LET'S GO!" Mark shrieked at the driver.

The driver jumped, then cracked the reins. Dust flew up from the ground as the coach raced from Thistleback and into the horizon…

* * *

The spark glistened on the metallic surface of the oil lamp, like gasoline on water…

Suddenly, it crackled, and shot off the lamp and onto the rug at the foot of the bed…

It began to grow… Moving back and forth on the rug, creating static electricity… It sparkled upwards, gaining form, pigment, and substance and slowly the crackling mass turned into…

An exact copy of Mark Bendrick.

It looked at its right hand, and wiggled its fingers. Then it turned and looked into the mirror. Seeing its reflection, it smiled, a spark twinkling in its eyes.

"And so." It said, with the young Bendrick's accent. "It begins."


	2. Chapter 1: Fusion

**Chapter One**

_**Okay then. Here is the first chapter; if you read the prologue and enjoyed it then I hope I won't scare you off. I'm a bit rusty… No, I'm not implying that I'm a robot, just that I haven't written much lately. But with the help of Professor James this fic should be updated regularly (as opposed to my other stories.) **_

_**As Professor James says- thank you eternally for reading. **_

_A couple of weeks earlier…_

"Where are we headed?" Sir Kay, a tall redheaded Time Lord with the appearance of a teenager walked up to the main console of the TARDIS, a time and space traveling machine co-owned by himself and his best friend, Professor James. "Maybe France? Haven't been there yet. Remember last time…"

The taller Time Lord shot a look over to his friend, who remained stationary at the controls of the TARDIS, staring at a monitor attached to the console.

"HEY!" The Professor jumped at Sir Kay's yell. "Are you okay?" Sir Kay continued.

The Professor turned his attention from the monitor to Sir Kay for a moment.

"I'm fine," the blonde, fair skinned Time Lord replied as he turned back to the console. "It's just… You see that?"

He pointed a long finger up to the console monitor. A radar type map took up the entire screen; there were several gold lines forming ovals and squares around a white shape with the number 503 at its center. Another figure, this one red, was moving towards the center of the radar- towards 503. _TARDIS 503_.

"What the… What is that?" Sir Kay asked. "How can there be something coming at us in the Time Vortex? The only people that can actually move through the vortex…"

"Um...! This is not good!" The Professor glanced over to his friend, then back to the screen. "It's moving too fast!"

It WAS approaching fast. The screen suddenly began to flash red along with several bulbs inside the TARDIS. A sudden, loud wailing noise made the two Time Lords cringe. Text suddenly appeared on the screen. It was a warning-

**CRASH IMMINENT. TWO SHIPS ****WILL**** COLLIDE IN 58.72 SECONDS…**

"It's another SHIP?" The Professor exclaimed incredulously. "Is that even possible?"

"OH CRAP!" Sir Kay shouted. " If that thing hits us at THIS speed? We're DEAD!" He turned away from the screen, grabbing for the controls-.

TARDIS 503 began to shake; the two struggled to stay on their feet. The Professor grabbed the nearest pipe sticking haphazardly out of the console and tried to steady himself as his friend was thrown to the ground. He started around the console and began shifting pieces of pipe and scrap metal around.

"What are you looking for?!" Sir Kay yelled from the floor, holding onto the metal grating to keep himself from being sent flying.

"This!" The Professor held up the Sonic Briefcase, a sonic tool he used to fix the machinery in the TARDIS, and directed it to the console's central matrix mainframe. "If we can send the dimensional stabilizer into overdrive, we might be able to use the turbo thruster to launch the TARDIS to the side before impact!" He yelled, the Sonic Briefcase buzzing in his hand.

Sir Kay looked up to the screen and watched as the red object in the radar moved closer to their ship. The text continued to count down to the second of impact…

**COLLISION IN 31.35 SECONDS…**

The Professor scrambled shakily over to the console's monitor, and eyed the screen above for any sign of success. The object maintained its course towards TARDIS 503... The two Time Lords watching helplessly as the countdown continued-

**COLLISION IN 12.17 SECONDS…**

"Gah!" The Professor yelled. "It's not working? Oh man!" He flung the Sonic Briefcase at the console in frustration. "Just our luck! We're stuck in a narrow area of the vortex! It's like a one lane bridge! There's no room to GO around! We would hit either Harvard University in 2030 or… Heh, get this... France."

"Oh, come on!" Sir Kay yelled in panic, hitting the console with his fist. "This isn't fair!"

The Professor watched the seconds disappear, as the countdown reached the final ten seconds before impact. The quake that originally knocked the two off their feet was even stronger now… The Professor saw the last second tick by before his eyes and watched the clock… hit… 0...

…Nothing

.

A moment of confusion lit The Professor's face. He glanced down to Sir Kay, who was staring at the screen in uncertainty. The screen and everything else aboard the ship completely shut down and went dark… the siren stopped, the red flashing lights went out… but the rumbling continued… and grew louder….

WHAM!

Suddenly, the two were thrown against the wall as the TARDIS shifted violently. They landed on the floor of the craft… and paused as they noticed the tremors stop

.

"That…" Sir Kay began, groaning. "Hurt like-!"

"Wait a second!" The Professor cut him off.

"What?!"

"The TARDIS," he began. "She's rebooting. The lights should be on soon-"

The interior of the TARDIS suddenly lit up a bright white. The two stood, wincing. The Professor moved towards the console as his friend dusted himself off.

"Kay?" The Professor glared down at the controls on the console. "Does anything seem… different, to you? Anything at all?"

"I'm guessing that the ship needs repairing. AGAIN!" Sir Kay muttered angrily.

"The TARDIS sounds strange," The Professor started. "And the controls- I don't know where anything is!"

Sir Kay moved over to The Professor's side to look at the controls. He gasped in surprise.

"What the hell is going on?" He demanded.

"Hey!" a sharp voice came from behind the two.

The Professor was the first one to turn around. There was a girl standing about ten or so feet away from the two of them. She stepped forward towards them into the light. She appeared to be shorter than The Professor, with amber hair that didn't go very far past her shoulders. She was dressed casually, wearing a pinstriped blouse underneath a black tank top, long gray capri shorts, and black sneakers...

The girl showed up out of nowhere… What was she doing on their ship?

"Jenova?" She looks over The Professor in surprise. "Is that you? You look different… Younger… And Kreaves too…"

The Professor, about to demand how this girl got into their TARDIS, stopped, shocked. She was like them! Gallifreyan!

"You lost Losan…?" She stopped, watching the two carefully. "Did something happen to you two?"

"We aren't-…" The Professor begins. "I didn't-… it was-... I mean-… Err, um, I'm Professor James… and this is Sir Kay."

"They didn't make it." The girl mumbled quietly. She turned defiantly to the two friends. "Who are you two to take over their ship?"

"… Wha- THEIR ship?" Sir Kay cut in on the conversation, "This is OUR ship, why do YOU think you can take over?!"

"It's mine too." The girl retorted sharply. "Instead of colliding and being completely destroyed, our ships were fused together. Unfortunately," she stressed the term as she looked over to Kay. "We are now stuck together for a bit... Okay, it might be a bit longer than a bit… But we're still in this together."

"…Say wha?" The Professor stuttered.

"My ship, my prototype is what saved us… Your wreck could have killed us all if my TARDIS didn't have that safeguard!"

"Your TARDIS had a safeguard? HA!" Sir Kay growled. "If your TARDIS is so special, how come its SHIELDS weren't up? Then you wouldn't have even NEEDED the safeguard!"

"Um... actually, our shields weren't up either Kay." The Professor was beginning to grin. He liked meeting new people. "They shorted out five seconds before impact... my fault, actually. Was trying to boost the dimensional stabilizer..."

"Well at least YOU were trying to stop us from crashing!" Sir Kay replied.

The girl glared at Sir Kay. "We'd all be dead right now if it wasn't for the prototype... would you like that instead?"

"All most…" Sir Kay muttered

"Kay." The Professor cautioned before turning to their guest. "Is there anyway to separate the ships?"

"A sun called Xeroborus 28 in the Verotaria system, it might have the right kind of energy. We're going to need a lot... It's not too far away." She said. "But then again, that's if you're counting in light-years and millennia..."

She walked over to the console and stood beside her two guests, looking over the controls. She scowled at the various buttons and levers, not recognizing anything on the console.

"You see anything that looks familiar?" she asked.

"Not really." The Professor replied. "Well! Besides the parking brake… and that _may_ be the toaster."

"We supposed to be able to?" Sir Kay muttered. He took a step towards the console and leaned against it.

"Both the ships are completely fused. Meaning that there are twice as many buttons now and none of them look the way they used to…" The Professor mused. "So… that's a no."

"This is going to be _fun_ then… Isn't it?" the girl muttered to herself before turning to The Professor. "Trial and error."

"Just hope that the error doesn't put us too close to a sun or black hole." Sir Kay muttered sarcastically, giving the other two a sharp smile. "How could this go wrong?"

Two pairs of blue eyes met Kay's green ones for a moment.

"Um!" The Professor said, smiling at the other two. "Right then. Let's see what we've got under the hood! Probably a good idea to see what we're dealing with...!"

"Not the best with tools..." The girl replied. "I'll see if I can get a reading on the Verotaria system."

"For now I'LL just try to stay out of the way, and try not to break anything." Sir Kay grumbled.

The Professor stepped around the console to look at the wiring. The girl pushed back her sleeves and looked up to the screen above the console; she reached up, and tilted the screen a little. Static filled the air as a light gray color began to hiss and crackle across the monitor.

"It's destroyed!" Sir Kay groaned as he listened to the hiss. "AND we just fixed her too!"

"Not very well…" came a soft mumble, just barely audible above the static. It was the girl.

"What?" Kay demanded.

The blonde Time Lord looked over to the two with a smirk. At least things were still interesting…

The Professor reached for his Sonic Briefcase and pulled it over to a side panel of the console. Screws slid out of place as the briefcase buzzed, and the panel was freed. The Professor set the flat piece of metal on the floor. He then stared straight into the mass of wires, lights and pipes underneath the console. Sir Kay looked at the mess over his friends shoulder.

"That's new."

The two friends rose from the wires as their guest moved around the console.

"What do you think?" she glanced over to The Professor, "Will it work?"

"FINE." Sir Kay muttered. "Don't ask me."

"Maybe." The blonde Time Lord replied. "The energy converter's wired in a way I haven't seen before, but it SHOULD work… Oh, the destination settings are encrypted in a different way than I'm used to too… tu tu…? Hmm… Anyways, because the encryption is most likely a mix of your prototype and our TARDIS's encryption patterns, it'll probably be hard to get the destination right."

"Since when have we ever gotten to the right place before?" Sir Kay sighed.

"Might as well get on with it then…" The girl placed a hand on a silver lever. "This one?"

Sir Kay shrugged carelessly. "Why not? Good as any."

"Well then," The Professor began. "Since we are about to operate a piece of technology that may send us all to our deaths in the center of a black hole, and we may either be stuck there for all eternity or completely obliterated on impact-."

"Try not to think about it." Sir Kay suggested.

"I would like to ask your nam-."

"Venn." The girl said. "Just Venn."

"Venn," The Professor grinned. "Only known you for… Oh, I'd say somewhere around three and a half minutes- maybe four… But it's been- um, nice... I guess."

Sir Kay rolled his eyes.

Venn yanked on the silver lever, and the TARDIS began to rumble. The three Time Lords struggled to stay upright as sparks flew from the console, and the TARDIS plummeted through the Time Vortex.


	3. Chapter 2: Regeneration

_I am sorry. really, I am so sorry. I apologise deeply for the delay, but I was having computer problems, then internet problems, then I broke down cause David Tennant left Doctor who, then I got depressed, then I remembered AP was waiting for me to post this chapter and... well, anyways, no more excuses, here's Chapter Two! _

Chapter Two

"…So!" The Professor said casually. "The TARDIS seems to be holding up…"

The trio had been flying quietly through the vortex for a good thirty minutes, none of them saying much. Venn had spent the time attempting to fix the console monitor, while The Professor attempted to figure out the new controls on the fused TARDIS. Sir Kay had stalked out of the room, but had returned in an even worse mood when he couldn't manage to locate his own bedroom. He now sat at a plastic table, the only article of furniture that looked familiar to him, and sulked, glaring at the two other Time Lords from time to time.

"…Something's not right…" Venn murmured, glancing at The Professor. "It shouldn't have taken this long to get to the Verotaria system…" She scowled, smacking the console monitor with the palm of her hand; the screen flickered feebly in response.

"Ugh, if I could just get your monitor working…" she growled. "Then I could tell for sure where we were."

"Why is it always a part of my TARDIS when it doesn't work?" The Professor joked.

Sir Kay scowled. "There's one quick way to tell where we are." He grunted. He stood and quickly strode to the door of the ship, grabbing the handle.

"That's probably not a… good idea." The Professor said. "Staring into the vortex is never a safe thing to do. You should be careful… Might get… Oh, I dunno… turned into a baby or something."

"From the way he's been acting, I'd say he already is a baby." Venn muttered under her breath.

"Humph. I KNOW how the vortex works, Professor." Sir Kay said. He turned toward the door, preparing to open it. "I'm a Time Lord." He said. "A few years older or younger won't kill me."

"Oh! There it is." Venn said contentedly.

She reached under a white and blue couch, currently twisted into the shape of a pretzel from the fusion, and pulled out a small, almost-transparent plastic umbrella. The tool had a black metal handle and frame.

"Finally, I can actually be of some use…" She said, then turned and pointed the tip of the umbrella at the monitor.

BZZZZT

A blue light shone from the umbrella's tip, and the screen sparked, then came to life.

"A Sonic Umbrella?" The Professor asked.

Venn nodded to the Time Lord. "Works great if I'm stuck somewhere…" she paused and shrugged as she clipped the end of the umbrella to a belt loop at her waist. "wet."

Venn turned her attention from the Professor to the screen behind him. "Now then… where are we?"

She peered at the screen while Sir Kay's scowl deepened. He stepped away from the door, shoving his hands deep into his pockets. His pockets were deeper that he had expected, in fact, as his arms went in up to his elbows.

"I… took the liberty of using some Time Lord tech on your pockets… Heh." The Professor said sheepishly. "They're ah, bigger on the inside."

Sir Kay sighed. "Well, I can always use more pocket space… It is kinda weird that you were messing with my pants."

The Professor grinned. "You weren't wearing them when I did it." He said. "Rest assured of that… You'd think you'd be more grateful, you know? Having bigger pockets is a VERY useful thing, wouldn't you agree Venn-?"

He stopped short, his attempt to include the Time Lady in the conversation forgotten as the blonde Time Lord caught a glimpse of the alarmed expression on her face.

She turned towards the two Time Lords, a very worried look in her eyes.

"I guess so but…" she trailed off.

"We've… passed… The Verotaria system… Right?" Sir Kay groaned.

"…Yeah… It's a bit worse than that actually..." She replied.

The Professor dashed to Venn's side and stared at the monitor in disbelief.

"Oh boy!" He said, grabbing his Sonic Briefcase from the floor. "I should have known. This was just TOO easy."

He frantically dashed to the other side of the console, knelt down, and opened a panel to peer into the mess of wires inside.

"There!" He said, grabbing a chunky looking device with wires coming out of it in all directions. "This thing! It's the central control for acceleration and deceleration. I thought it was basically unchanged by the fusion, but… Ah, all the deceleration plugs have been replaced by acceleration plugs…"

"…Which is why we're moving five hundred times the speed of light…" Venn finished quietly.

"…SAY WHAT!?" Sir Kay yelped.

"No, sorry. Wrong. What I meant was- we're ABOUT to start moving five hundred times the speed of light." Venn corrected herself, opening a panel on the other side of the console and sifting through the wires within. "Apparently, most of my prototype TARDIS's safeguards are still operational… It won't let us go that fast because if it did, we would be burnt clear out of time and space… Like we never existed."

"So it's using an EMERGENCY BRAKE?" Sir Kay asked incredulously. He yanked another panel on the side of the console open and began frantically looking through the mess of wires. "That's even WORSE! If the TARDIS is trying to accelerate to that speed, it's gonna wear down the brake any minute now! We'll be blown to bits!"

"Oh no we won't!" The Professor yelled, his Sonic Briefcase buzzing in one hand, a mess of wires in the other. "If I can rewire the braking system to counteract the acceleration, we MIGHT be able to slow the TARDIS down enough to-"

"Too late!" Venn said, staring at the monitor. "The brake's going out! Now!"

Suddenly, with a loud pop, and an ear-deafening screech, the fused TARDIS broke through the emergency brake. It launched into speeds incomprehensible to most life forms... The three Time Lords barely had time to be flung against one of the console room's walls before the TARDIS came to a crashing halt, launching them off THAT wall, and onto the one across from them, which happened to be the wall containing the front door.

And it was to Sir Kay's misfortune, that he was flung straight through that door.

* * *

Venn awoke, coming out of unconsciousness in a daze. Her vision was blurry, making it difficult to tell where she was. The fused TARDIS… that right, that's where she was… Something wasn't right, there was a bright light, not unlike sunlight, shining in a rectangular beam just to the left of her, something warm and orange... and beautiful.

… Oh, that's right. That pretty orange stuff's called FIRE.

"OI!"

The yell snapped her, for the most part, out of her dazed state. The Professor sprayed the entire console room with his Sonic Briefcase, white fire extinguisher powder flying everywhere, and as a fire extinguisher does when it's operational- smothering the fire.

Venn could tell that they were all shaken up. A scuff here, a small cut or bruise there. They were in pain. And apparently, they weren't dead either. At least, she didn't feel dead.

"…Right then!" The Professor said, a little too cheerfully. "That's taken care of! … You alright?"

"I'm alive." She put a hand to her head. "But just barely."

"Good." The Professor nodded.

"What about the ship…?"

Venn staggered to her feet, surveying the damage. The TARDIS was decimated, the Corinthian pillars encircling the center console were rubble on the floor, fire had blackened almost everything, and large chunks of the center console were lying in pieces, or missing entirely. The door of the TARDIS had been shredded to pieces, bright sunlight shining in the rectangular gap from the outside.

"Wait a second…" she looked over to the other Time Lord. "How did the fire extinguisher-? But that was the Briefcase…?"

"Oh, my TARDIS catches on fire so often- I decided to put a fire extinguisher… App… Thingy… into my Briefcase!" The Professor grinned. "'S easier that way, no more running around looking for the extinguisher… You just press this button and instantly there's no more flaming death!"

Venn sighed, half in relief and the other in irritation. The Professor's cheerful attitude was the only thing that seemed undamaged, at least.

"Well, I don't think we'll be pulling the TARDISes apart for a while." She said, dusting herself off. "The power grid must have burnt out from the boost of speed we put on… Oh, and there's just one other little matter- shouldn't we be dead?"

The Professor's grin widened as the realization hit him. "Right! Sorry! But ah, I managed to rewire the braking system into the accelerator after all! We must've slowed down JUST enough to, ah, not die."

"Still not in the best shape though…" Venn shook her head. "But that was part of it. I'm pretty sure my rewiring the extrapolator shields to triple their power was the other part of why we're still alive. I mean, that alone couldn't have kept us alive, but with your braking thing... It was brilliant."

"You- … Really?" The Professor frowned. "Damn! I was hoping to get full credit for that one. But tripling the shield power… that must be why the TARDIS is in such bad shape. I mean, burning out from the intense acceleration, sure. Emergency shutdown would have kicked in before burnout, but paired with the boost in the extrapolator-"

"You like to talk a lot, don't you?" Venn muttered, she looked around the ship. "You and your friend should find a human to travel with... Then you could actually explain this stuff to someone who DOESN'T know about it already."

The Professor frowned. "Right… Sorry… Wait… Where is Kay, anyways?" He spun around, his blue eyes scanning the console room, then locking onto the shredded front door. "The crash couldn't have done that…" He said, his frown deepening. "The impact point came from… THE INSIDE!"

He dashed out the door, Sonic Briefcase in hand. "KAY!" He yelled in horror.

* * *

Sir Kay groaned. He hadn't been in this much pain since-… well, he actually hadn't ever been in this much pain before. He had been flung through the door when the TARDIS crashed, and had practically skipped and skidded along the rocky ground to come to a halt a good fifty yards from the crash site. He was amazed that he was still conscious, a Time Lord thing, no doubt, but he still couldn't move any part of his body.

So he waited, paralyzed and one hundred percent painfully conscious, until the other two Time Lords found him...

* * *

The Professor rushed over a dirt incline and towards the figure lying in the dirt in the distance. He skidded to a stop as he reached his best friend, kneeling to look at the damage. Venn followed, noting that the TARDIS had crashed in what appeared to be some form of desert, creating a huge impact crater in the hard soil where it landed.

Sir Kay was gasping for air, barely recognizable, as his entire body had been turned to hamburger from scraping and sliding across the ground. The Professor's hands shook as he carefully lifted his best friend's head, looking him right in the eyes.

"Kay!" The Professor gasped. "Oh HELL. Kay, stay with me!"

Venn put a hand on The Professor's shoulder. "Professor." She instructed, her voice calm, but authoritative. "Stand back. I'm sorry, but there's too much damage. He's dying, bleeding to death. He's going to regenerate- give him some room."

"I KNOW THAT." The Professor snarled, tears forming in his eyes. "Dammit Kay! You couldn't even hold a form for half a year?! What the hell!? Don't leave yet!"

Sir Kay's body began to glow a sharp gold, and he closed his eyes, grinning apologetically, his teeth red with blood. Venn tugged on The Professor's shirt, pulling the blonde Time Lord away from his friend as by some miracle, the red haired Time Lord stood, blood dripping from his fingers, his clothes torn and shredded, and bone even showing in some places.

"…S-…sorry." Sir Kay winced, his grin widened.

* * *

Two miles to the west, in the small town of Thistleback, Jim Gilbertson was dead drunk.

"I swears! if you'se my ladyfriend I'd take care of ya good an' proper like!" He bellowed, his voice thick with drunkenness.

The barmaid smiled sarcastically. "You're too kind Jimmy." She said. "Now… your tab?"

Jim stared at the barmaid like she had sprouted antlers. "The wassanow?" He stuttered. "Igots no tabs! I's barely had a glass o' thisstuff! Ijus' got here's an' you'se tryin' to make me payup? What kinda joint you people think you're runinns…"

His eyes lolled in his head, and he swayed back and forth.

"…Jim!" The barmaid snapped.

"Whassa? Whassa? Whassa? Hey!..." Jim snapped out of unconsciousness with a jolt. "Hey pretty lady… You know, if you'se my ladyfriend I'd take GOOD careyou'se-"

Jim became slightly more sober as his face hit the dirt outside the Bluejay saloon.

"An' don't come back, you damn drunk!" A large cowboy, the bartender in fact, stalked back through the swinging saloon doors. "Drinks ten dollars-worth of my best whiskey, and can't even pay for a glass! Gotta start being more careful…" He muttered.

Jim staggered to his feet, swaying precariously. "Why don't you'se comes back here and fight likemen!" He slurred. "We're gonna draw! Showdown right... Right here's! Last'un standin'loses!...Wins!...urp.

And 't other ill be dead's dirt."

He reached for his gun holster, only to find it empty. Actually, he didn't even HAVE a gun holster… or a belt, for that matter. What had happened to them? He was sure he had had a gun… well, at least a holster… well, at least a belt.

…

…Oh, that's right…

He had sold them… to buy more liquor.

"Well!" Jim yelled, in the relative direction of the saloon. "If I had a shooter I'shoot you dead! You hear me? I's-"

He stopped short, falling to the ground. He hadn't passed out, no, he had been knocked down. Someone had… thrown something at him? Something large, and heavy...

And it had been moving FAST.

* * *

In an explosion of golden light, the Time Lord known as Sir Kay regenerated. Every cell in his body was refreshed and renewed as the once-red-haired Time Lord changed his appearance to save his life. The other two Time Lords watched, The Professor in sadness, Venn in contemplation. The process took at most ten seconds, and then…

An entirely new man stood before them.

He was slightly shorter than before, though he still towered over the other two Time Lords. His hair had changed from bold red to pale brown, and was cropped short. He was thin no longer, but instead he was strongly built, and his skin was fair, though covered in freckles.

He grinned; new, tiny creases appearing in the skin around his cloudy-gray eyes.

"So...! Are you two gonna stop gawking and-…" He paused, licking his lips. "New voice… It's kinda low… New teeth…? No, worse…! Much worse… New TOUNGE." He put his large hands on his hips, then, after thinking for a minute, carefully removed them.

"Okay… That looked a little… fruity." He grinned, his eyes creasing again. "Anyways… you gonna stand there gawking? Or can we get me some new clothes...? Skidding across half of the desert kinda left me… Well, to put it simply- with a bit of a wardrobe malfunction."

* * *

Jim staggered to his feet cursing. "What the hell? Who the hell threw that- I'll kill the varmit!"

He stopped, staring in amazement. For the first time, he noticed what had hit him in the back of the head.

It was a gun. Even though it was like no weapon the drunk had ever seen, he still knew it was a gun. I was blocky, not like the six-shooters of the day at all, but instead (and this description is for mid 20th century readers up only.) it looked like a semi-automatic pistol. An S/R IND. SERIES 1900 to be exact. A weapon that he had never seen before…

…Partially because it hadn't been created yet.

That wasn't the only thing strange about this weapon. It was made of strange materials… Parts of it were some kind of metal… but other parts were made of some semi-transparent material… and other parts were made of some blue variant of this material. There were oddly colored wires snaking along the sides of the gun, melting into the barrel, and there was also a strange, blue light bulb attached to the weapon underneath the barrel.

Jim looked around for its owner, but the street was deserted. It was always deserted around this time, high noon was the warmest part of the day, after all, and no one liked the warmest part of the day around here. It was warm enough already.

The only problem that remained- _where had the weapon come from_?

_It didn't matter_… Jimmy decided, _finder's keepers_.

Jim shrugged and picked up the weapon. It clicked and whirred in his hand in response, light emanating from the blue bulb as well as from other parts of the weapon's frame.

Jim raised his eyebrow, and then smiled drunkenly. It looked like things were finally going his way. He found this odd weapon on the STREET of all places! Imagine the amount of money he could get for it!

…No… He had an even better idea.

He turned and spat in the direction of the Bluejay. Well! If THEY wouldn't take his business, he'd take his business elsewhere!

He turned and stalked off down the dusty street, in the direction of the only other saloon in town…


End file.
